Lady Liberty
by Sterling Raven
Summary: For the past ten years, S.H.I.E.L.D. has been trying to create super-soldiers. They finally succeed, just to lose their only one to the Avengers. All is not as it appears with this young woman. Can she be saved from her dark pass or will it consume her? Cap/OC Rating might go up.
1. Chapter 1

**Disclaimer: Own the Avengers:E.M.H., do I not. **

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"Tell me what you know about S.H.I.E.L.D's special operations team and our super-soldier programs, Hill," S.H.I.E.L.D. Director Nick Fury ordered as he walked down the corridor, with Agent Maria Hill following him.

"The special operations team is a group trained to handle missions that a normal agent isn't. And S.H.I.E.L.D. has had several experiments over the past ten years attempting to further Professor Abraham Erskine's in hopes of creating its own team of super-soldiers. Most yielded unsuccessful, some even disastrous, results. S.H.I.E.L.D. stopped funding them and then changed tactics to looking to recruit super powered humans instead," she replied, glancing at the file he was holding. They stopped in front of an elevator. While Fury pressed the call button, she continued, "I say most because there was one experiment filed as inconclusive. Excuse me, director, but why are you bringing this up now?"

"Good questions, Hill," he said, as the two entered the elevator. Hill noted that he pressed the button that would take them to the docking bay. "Since Hawkeye is now in custody, we need someone to take his place on the special ops. I've limited it down to two choices for the job: one was Agent Morse, under the codename Mockingbird. She has intimate knowledge of the team and, being their pilot, is already trusted by them. The other choice has neither of these things to her advantage."

"Then wouldn't she be the obvious choice, sir?" she asked.

"Normally, yes, but now I'm taking advantage of having put away not only Grim Reaper, but also a mole, too. You see, I didn't want Hydra learning that we had successfully created a super-soldier. At least, not before I wanted to." He handed her the file. There was a picture of a woman with long black hair pulled into a pony tail with her bangs brushed to the side of her face: she wore a pair of tight blue pants that hugged her hips, a red shirt that was cut to show her midriff with a white star on it, black army boots, fingerless gloves, a brown utility belt, and a brown jacket that appeared to be made out of leather. There was a brief description of her, too. It read:

**Lady Liberty **

**Age: 25**

**Height: 5'-8''**

**Weight: 140lbs**

**Eyes: Grey**

**Hair: Black**

"This is Maxine O'Sullivan, codename Lady Liberty. She's an excellent marksman and is skilled in three different types of martial arts," Fury said.

"If she's the result of one of the super-soldier, then why was her file marked inconclusive?" Hill asked as she closed the file.

"Because, as of yet, we haven't seen her perform in any real emergency situations. Until recently, we haven't had any real need of her. After the experiment she was part over was terminated, we relocated her to a top secret base on the outskirts Nome, Alaska. Its cover story was that the scientists housed there were studying the effect of gamma radiation has in colder climates," he said as the elevator slowed to a halt. "O'Sullivan will be staying here until I've made my decision. She was scheduled to arrive on the last supply helicopter. Thank God that it arrived late, and she hasn't had much time to start anything."

"What do you mean 'start anything'?" Hill asked, as the two existed the elevator.

"She has a tendency to be immature," Fury said.

"Please tell me we're not dealing with another Barton," Hill said. It was hard enough to deal with him on the few occasions she saw him. What his annoying pop culture references, his childish humor, and his obvious lack of respect for authority. That made it hard for her to believe that he was smart enough to fool them all and actually be the Hydra mole.

"Last time I checked, she wasn't that bad," Fury said, "But I guess you'll just have to see for yourself." The two entered the docking bay. Leaning against the wall next to the door that they had just came from, was O'Sullivan. She seemed to have been examining her nails when they came in, but when she noticed them she pushed away from the wall, smiled and gave a quick salute.

"I'm still not entirely sure how you address the Director of S.H.I.E.L.D.," she said, "So on the flight over here, I decided to salute, because a curtsy might be a bit too formal. Anyway, Director, why have I been relocated here from my station on the ice planet Hoth? I was finally developing that cabin fever I was told about. Also, sir, I can't help but notice that you've gotten a little grey around the ears. Did you skip a dye job or has work just been more stressful lately?"

"Cut the bullshit, O'Sullivan. I've called you here, because I'm trying to decide whether or not you should be placed on the special ops team," he said. "Agent Maria Hill here will fill you in on the specifics about the Helicarrier and will show you around. You're both dismissed."

As Fury left the docking bay, O'Sullivan bent down and picked up her bag. "Alright, Mary, I'm all set for our little tour."

"It's Maria," Hill said. She had managed to piss her off in less than five minutes. Not only was she worse than Barton, she was on the same level as Tony Stark. "This bullshit act of yours might work on a team in the middle of nowhere, but it won't work here. I only have one piece of advice for you: don't go around trying to piss off people, least of all Fury. An organization like S.H.I.E.L.D. doesn't have time for immature people like you."

"Then why am I even here?" O'Sullivan asked, raising an eyebrow. Hill turned and walked out of the room. "Better question yet, are you still giving me a tour?"

"I was ordered to, wasn't I?" Hill told her. This was going to be a long day."Like you were ordered to cut the bullshit. Come on, I'll show your room."

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**Thank you for reading. I'll thank you even more if you review. **

**The Sterling Raven.**

**PS: Next chapter will be up soon. **


	2. Chapter 2

**Disclaimer: I do not own Avengers: Earth's Mightiest Heroes. **

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The corridor was completely dead silent; except for Maxine O'Sullivan's footsteps. In all of the past two days the only person's footsteps she had heard were her own. It was as if every single S.H.I.E.L.D. stooge was in constant stealth mode. Hell, even the door to her room opened without the quiet 'whooshing' noise even a well oiled, normal mechanical door makes.

Speaking of her room, it was exactly the place she was trying to avoid. Not exactly her room per se, more like the mountain high stack of files that she was supposed to read. The subject of said files ranged from super villains that were in custody to the prisons that they were being held in to those stationed to work at them and those who had been the brains behind the prisons. Not much variation on her required summer reading list.

While attempting to procrastinate as long as she could, Maxine may have accidentally wandered into a less than familiar part of the Helicarrier. She wasn't lost, just a little out of place, like how she felt being in S.H.I.E.L.D. in general. She was no spy and the skin-tight spandex unitards didn't appeal to her either, thank God Fury didn't make her wear one. If this wasn't her one and only get out of jail free card, she probably wouldn't have been there in the first place.

Maxine paused and listened to what sounded like the impossible. Could she have actually just heard a second pair of footsteps coming from further ahead the hall? Or had her insomnia finally pushed her over the edge and left her insane from sleep deprivation? Either way she'd like to find out if the was someone who was not a M.I.B. wannabe on that ship. Walking closer to the source of the sound, she overheard what sounded like the tail-end of a conversation.

"Director Fury's offer was _very _serious, Wasp," said Maxine favorite person of all times, Maria Hill. Great, now she'd be walking right passed Hill and something that sounded like an important S.H.I.E.L.D. attempt at recruiting.

"Hank-uh,Ant-Man, is against it," said mystery girl, or, as Hill had called her, Wasp. The name rang a bell for some reason. Maxine had probably seen it when she was glancing over the first couple of files before the jealous mistress that is procrastination came to her.

"And you?" Hill asked her. She got her first of the Wasp and desperately tried to keep a straight face. She was several inches shorter than Maxine, in her early twenties, with pale skin, like her own, short auburn hair, and blue eyes. And then there was that God awful getup she was wearing: bright yellow and black striped dress, yellow and black gloves, black leggings and yellow boots. But the real kicker was the yellow headphone antennae thing she wore as a headpiece. _She's being far too subtle with the whole wasp thing, _Maxine thought, _but, then again, I'll at least give her points on originality. She's not dressed in some cheap rip-off costume of another superhero's. _

"I want to help. I want to do more," said the Wasp, turning to look at Hill. _She wants to do more? Then she can have my job!_ Maxine thought.

"S.H.I.E.L.D. will let you do more," said Hill. _Except with more rules, and a boss, and with coworkers, and with a poor dental plan, _Maxine thought. Maxine walked right in between the two women, successfully managing to not make faces at Hill while she did.

"Who was that?" Wasp asked. _Only the most awesome agent of S.H.I.E.L.D. ever, _Maxine thought.

"That's classified," Hill replied back. _Hmm, 'Classified' I wasn't aware that they were planning on changing my codename. And to think, Lady Liberty was just starting to grow on me, _she thought.

If there was a reply, then she had already been out of earshot to hear it. Not that whatever bug girl had to say was important at the time, because just then the power suddenly flickered off. _Unless someone forgot to pay the bills in this joint, then we're in trouble, _she thought.

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Explosions shook the hall, almost sending Lady Liberty to her knees. As soon as she thought that it was steady enough, she took off running in the direction she thought the Big House was in. While she might not be the best S.H.I.E.L.D. agent in the world, she knew that there were only two real options right now: either see if they needed help contain the criminals in the toy sized prison or go to the bridge and see get orders from Fury. The super villains sounded like the lesser of the two evils.

She turned down another corridor. God damn it, of all the times to get lost. The longer she took the greater the odds that someone was either hurt or was going to be, and she did not want that on her conscience. She needed to get whatever remained of the Big House yesterday.

Just then something flew right by her. Judging only from the quick glance she got, it had looked like the doll sized version of the bug girl Hill had tried to recruit earlier. She had shot by Lady Liberty quickly and with purpose. Or, at least that's how Lady Liberty interpreted it. Deciding that she might as well see if this girl could be used as a good guide, she took off after her.

They went through the hall, and then turned down another adjacent corridor. Lady Liberty slid to a stop to watch Wasp fly though what had once been a door into the now fully grown prison. Taking out her grappling gun from her utility belt, she fired at the top part nearest window. Swinging through it, she landed on what she assumed to be the first floor. There was smoke and debris everywhere as well as a gaping hole in the ceiling that seemed to span the entire height of the building._ Reminds me of that frat party I went to, _she thought. She kept her eyes peeled, trying to cover her own back and keep an eye out for bug girl and anyone not of the criminal perspective.

"Aw nuts!" she heard a man yell above her. She watched as a man in a red suit landed roughly to the ground, seeming to have appeared out of thin air. She debated whether or not she should help him, not recognizing him as one of the inmates. Deciding that she could probably take him down if she needed to figured that she might at least see if he was okay. As she ran in to help him, one of the criminals, Griffin, landed behind him.

"Stand down!" she yelled, silently cursing herself for not thinking of something cooler to say, as she drew her gun. The man looked at her, and then rolled over as Griffin reached for him. Just as she was about to shoot, a giant piece of debris landed on him. The man made to stand up. She aimed down at him. "Seeing how the Griffin seemed to want to tear you apart, I take it you're not a prisoner here. So why don't you tell me who the hell you are and what you're doing here?"

"I'm Dr. Henry Pym. I was the one behind the design of the Big House," he said, "I was here to see ask one of the inmates about something he had said. Unfortunately, it looks like it came true. Now, ma'am, if you wouldn't mind lowering the gun and answering the same for me."

She lowered her gun. _Well, if he designed this prison, he ought to have high enough security clearance to at least know may name. _"I'm a S.H.I.E.L.D. agent: codename Lady Liberty. I came down here to help with containment. Not that that's getting anywhere. Are there any guards or anyone like that down here that could be hurt?"

"No; the Big House's staff consists only of A.I.s," he replied.

Just as she was about to ask what the hell A.I. stands for, the Helicarrier gave another giant jolt, much bigger than the last. _We must have just crashed into the river, _she thought, _Damn! We just crashed in to the river! _"Then I guess it's just a matter of getting our own asses out of here."

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